What are the elements that make an organization great? Mike MacNair says that the key is in planning and being ready for the process of acquisition and integration, whether selling or buying. Mike began his career working for various travel companies in the early 1980s. Later on, he cofounded his company, MacNair Travel Management, with his wife, Ellen. Mike is a spokesperson, appearing on both local and national television, on topics such as travel logistics, travel management issues, vacations, and the evolution of the travel industry. He is also the author of The Secrets of Effective Business Travel Procurement, a corporate travel management book. Don’t miss this episode because as the owner, you shouldn’t be the business. Instead, you have to know the value of your business and what drives that value.

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Michael MacNair: Traveling Through the Acquisition Process

There’s an age-old debate, are entrepreneurs made or born? If any of you knew my first guest, Mike MacNair, you would certainly say entrepreneurs are born for sure. I’m excited to have Mike with me as the first guest on M&A Unplugged. Full disclosure to the M&A Unplugged community, Mike and I go way back to our college days as fraternity brothers. We’re going to stay away from that information. That’s for a whole another podcast.

I have lots of data points throughout the years about Mike that would produce evidence that he is a natural-born entrepreneur. Even back in college, it was evident that Mike was destined to run a business and make his mark in some way. Sure enough, he did. Mike, along with his wife Ellen, started MacNair Travel in 1989 with the goal of transforming how clients approached and managed corporate travel. After growing MacNair Travel to a leading corporate travel management company, Mike sold the business to an industry player, Direct Travel.

For anybody who knows the travel industry in 1989, there was no such thing as making an internet reservation, but all that changed in the mid-‘90s. Mike weathered the storm and many other industry changes and built an outstanding business that helped companies approach and manage travel efficiently. His company even helped coordinate travel for several presidential campaigns. Mike stayed on with the acquired Direct Travel under an employment agreement and is an executive with the company.

On a personal side, Mike is a force to be reckoned with. He’s the author of The Secrets of Effective Business Travel Procurement. He’s a prolific traveler and an avid outdoorsman and IRONMAN, but perhaps one of the proudest moments is right ahead of him as he sees his entrepreneurial genes get passed down to the next generation. His son, Connor, is a budding entrepreneur who’s building an oyster farm in North Carolina. Mike, welcome. It must be such a blast as a successful entrepreneur to see your son building his own business.

It brought a tear to my eye and that was a great introduction. I’ve never heard that connection and it warms my heart. It is probably one of my crowning achievements to see entrepreneurs thrive in the future like my son.

I read a couple of articles about, “Are entrepreneurs made or born?” You’re seeing it and you’re experiencing it firsthand. Those genes get passed down. Good luck to him as he builds his business. Let’s start with where you’re at, then we’ll work our way backwards to your business, how you built it and how you prepared to sell it. You sold the business to Direct Travel. Part of the deal was you were going to stick around under an employment agreement. How has the transition and the integration of MacNair Travel and Direct Travel gone? Did it go the way that you had originally envisioned it when you were in negotiations, discussions and diligence with Direct Travel?

The core part of that for any entrepreneur is you want to see all your staff and customers being treated well and to maybe not even get the same service that you were giving them but even better. It’s gone extremely well along those lines. I’m extremely happy with everything that Direct Travel has done to not only retain our great staff and retain our great customers but give them some better tools and resources. That was one of the pieces of my decision to sell. The industry required a lot of technology pieces and leverage that was going to be difficult for me to obtain. Now my customers and my staff have all of these. It went well from that perspective.

If that was the case, I assume client and employee retention went well too.

Both of those went extremely well. As far as me and the transition within the organization, it’s been fascinating, humbling, frustrating and inspiring experience at times. It’s going to make me a better person, listener, leader and maybe someone who’s much more clear about what they may want to do to change the world in the future.

The core part for any entrepreneur is you want to see all your staff and customers being treated well. Click To Tweet

I often hear from owners when we’re talking to them about selling their businesses, they’re always concerned about what’s going to happen to their employees and clients after the sale. As far as transition and integration go, are there any key nuggets or anything that you can point to in your experience that made such a great outcome that you’re experiencing?

Great organizations have great project managers. It’s an under-taught skill and an under-appreciated skill in most organizations. Direct Travel had great project management in looking at all the elements of our organization. They are having a plan to transition all of those properly into the overall technological service that they were putting in place for their entire organization. Direct Travel has acquired many organizations and had some practice before me and that was one of the pieces that was attractive to me. They knew how to bring a travel management company like ours on board and make it work within their system. They weren’t in a rush either, so they had an indication of how long some of these things take and what to leave alone for a while. The decisions that we made together had produced some great results for them and for me.

One of the things we talk to owners about so much is being prepared for the integration. Many companies don’t have the resources or the staff to do a proper integration. To the M&A Unplugged community, here’s the number one key lesson off the bat. When you’re making an acquisition, make sure you’re thinking through the integration issues, all of the things like HR, clients, sales, marketing. You’ve got to have a plan for all of those things. Number one in the integration should be your people. By far, they are the most valuable resource for the company. If you’re thinking through all those issues, you’re likely to have a great outcome as Mike has experienced with his transaction. Mike, let’s go back at the beginning. In 1989, you and Ellen are sitting around and you decide you’re going to open up your own business and it’s going to be travel. How did you get there? Did you decide it was going to be a corporate travel business from day one or did it morph into that?

Ellen and I were in our mid to late twenties. My father often says, “Sometimes your biggest advantage is that you’re young and stupid.” We didn’t think through everything. We weren’t worried about all the challenges ahead. I see my son acting the same way. One key element of being a successful entrepreneur is being fearless and my son is fearless. We were fearless at that time. I was working for an airline. My wife was a travel agent. We had moved down to Washington, DC. She had a job working on one of the presidential campaigns being the travel agent and moving all their staff around. After the campaign was done, there were people who were impressed with us. One of them took us out to dinner and casually mentioned that he’d loan us money to open up our own shop. I took that back to a friend of mine who was a lawyer and he said, “Let’s draw up some papers and see if they will stand behind what they said.” I gave them some papers and they loaned us some money. We acquired a small agency that had four desks and two people in it. It was a quick jumping point to having our own travel agency.

To your point about, was I always into corporate travel? We knew that we would always do a mix because Ellen was in the corporate travel world, but nobody gets into the travel industry to manage the travel and expense line item for organizations like I do every day. I’m on the phone with procurement and finance people all the time, streamlining workflow at them. While I’m great at it, let’s face it, anybody who gets in the travel industry gets to see the world and travel like a rockstar. That’s always been a driver and always something that we’ve been involved in. The business took a turn because we are successful in corporate travel. It was always 80%, 90% corporate travel and the rest was vacation travel.

Can you remember back to the moment where you looked at your business and you said, “I’ve got something here of value. This can be much bigger and maybe down the road, I can sell it with a number that I’m happy with.”

I’m following all the people who are summiting Everest and businesses are somewhat like that. You have different plateaus that you hit in your business and those plateaus are the short-term goals. You get there and you hover for a while and then you go further. In the beginning, it was to create a business that could pay Ellen and me about what we were getting paid and pay all of our bills. The first goal is to make about that much money and have it to be able to sustain itself. After that, it’s like, “Where are we going to take this next?” I remember we were about $1 million in sales and we were hovering. I was scratching my head thinking, “What’s next?”

A friend of mine suggested that I join him in a coaching program called the Strategic Coach. It’s a group of entrepreneurs that get together and talk about strategies and goal setting and all the related topics of growing a thriving entrepreneurial business. I remember coming back after a couple of meetings and doing some goal setting. I was excited to take the business up to the next level. I could hardly stand it. When I came back from the meeting, I took over a little restaurant near us and I invited everybody on the staff over to the restaurant. I laid out a strategy to get us going from $10 million to $25 million. That was going to be the goal. I delivered this incredible message while everybody was eating. I couldn’t have been excited and you could hear a pin drop afterward. I got little feedback from the entire staff.

Why was that? Were they blown away? Was it too much for them to grasp or was this a new you and they didn’t know where this was coming from?

 

For some of them, they’re like, “There he goes again.” I always had a lot of ideas. For others, it was like, “This isn’t going to impact my job. I’m going to do what I do. I’m good.” For some, there was some thinking going on. The next day, I came into the office and my manager called me in and she said, “Mike, that was a heck of a presentation. I am absolutely certain that you’re going to be a $25 million company one day.” I said, “Thanks, but I was wondering why nobody said anything.” She goes, “You got to replace me because I can’t take you to $25 million.”

It’s the most unselfish thing she could have ever done. She helped me find the person that could take me up to $25 million. She stepped aside and became a travel agent for us for a while and finished up her career being a travel agent with us. I brought onboard the guy who took us to $25 million. We got to about $35 million with him and then we needed to find somebody else to take us to $75 million. We never quite got to $75 million. We got to $55 million and from that, it’s a different ball game. That brought me to the point where I had hit that plateau and made the decision to sell the business.

To even get to $10 million, there are few businesses out there that achieve that and then you got it to $25 million and then off to $55 million. That’s unbelievable. That employee coming to you and saying, “I am not the right person,” kudos to her, but also kudos to you that you created an environment where people could be honest with you at that level and cared about you enough personally to want to help you get to your goal. It says a lot about her, but it says even more about you. What year was it that you joined the Strategic Coach? Were you 5 or 10 years in? Where were you in your maturation?

I don’t recall exactly but about ten years into my operation. I left having been in the Strategic Coach for about 17 or 18.

You’re the one who turned me on the Strategic Coach and I’m involved in that program. I’m at early stages so it’s too soon for me to know all the impact. Watching you and a couple of other people that we know mutually go through that program, that’s a hell of a program.

Absolutely, it is. I miss it.

I’m early in and you realize you start to develop these relationships. I’m only at the beginning stages, but I can only imagine after 5, 10 years with the same people in the room, you get to a whole different level of communication and helping each other get to the next level.

Being an entrepreneur is a lonely place. You don’t have peers. You can’t sit around and bitch about things with your peers. You don’t always know the path forward. You have to make a call and you have to be confident in it and move forward. Having a group like that is therapy.

Let’s start to transition into the thought of selling. As most entrepreneurs, you start a business so that you can maintain a certain lifestyle and many people get stuck there. You got unstuck and you’ve built a business that had some real infrastructure to it. Can you remember when you first started thinking, “I’ve got something here of value and maybe it’s sellable?” How did you start to think through what you would do next to make it sellable?

Great organizations have great project managers. It's an under-taught and underappreciated skill in most organizations. Click To Tweet

My brother-in-law owns a successful company in California and he was telling me about a book that he read called Finish Big. The premise was make sure you have a plan for the dismount. I read that and one of the steps that it mentioned was to have an idea of what your business is worth. It’s particularly to understand is it at peak value? Is it at the lowest point of its value? What is the value? What does that value mean to you? I took that to heart and I knew a lot of other business owners in the travel management arena. Many of them had pursued me for many years to consider selling and I went back to them and I said, “What do you think my business is worth?”

I was doing this to get a better understanding of where I needed to take my business to make it worth the maximum amount of money. Hindsight being 2020, I probably should have used an organization like yours to independently get a better idea for me of what my business is worth and what its strengths and weaknesses were. Once I started talking to these people and started to do the homework that was necessary to give them some data in order to understand where my business was, I was sucked into the vortex.

You get pulled in more and more as the process goes on. I am a people person and a creative-minded person. I was all about growth, acquisition, retention and marketing. My strength was not in finance. I had a great friend who was in the travel industry for many years. He had sold his business and numbers was his strength. I asked him if he would help me do an assessment of my business and help me give the data of potential buyers that were necessary. I engaged him and he helped me with it.

You mentioned the word vortex. I want to make sure that everybody that’s reading understands this. You were out on an expedition to figure out what was the value of your business and what could you do to maximize it. You were talking to industry people and they started to then engage you in acquisition discussion. That’s what you mean by the vortex, right?

That’s correct. It pulled me in. I was spending more and more time doing it and it got me distracted from my business and more focused on selling it.

We’re going to get to the vortex and the process. Do you think in hindsight at that point in time that you had put all of the pieces in place or most of the pieces in place that maximize the value of your business? You had a transaction and you’re happy with the transaction. In hindsight, do you think you had put all the pieces in place to maximize the value?

I did. On top of that, I felt like the technological pieces that were going to allow me to retain those elements that were of key value to a customer were starting to crack. If I didn’t move this into an operation that had all this technological infrastructure, I would lose those resources and the value of my business would drop.

Either that or it sounds like you’d have to make some significant investment in your own business to be able to add those resources.

The travel industry has slim margins and acquiring people who know both the old school technology platforms that a lot of the industry is still built on and the new technologies and how to merge them is hard. It’s difficult to find those people. It’s even more difficult to be able to afford to pay for them. I had a few but scaling that seemed a difficult task.

 

You’re out talking to people and you want to get data points and all of a sudden you realize, “These people are interested in my business. They like me. Maybe they want to buy me.” How quickly did things start to unfold for you at that point?

It was quick. It was fascinating going through the process of getting all the data together. I had learned that there were some things for me to clean up in my business like things that were uncollected, things that were not being maximized, that could easily be maximized. In the process, I was improving my business. I was surprised by what the potential offers were starting to be and the interest that the organizations that I was speaking to had. Quite frankly, I had been doing this for years. I was ready for a change. That was all part of it as well.

Let’s talk about that process. Before you started getting offers, how long were you having conversations with various organizations? It was a couple of organizations that you were talking to. It wasn’t one potential acquire. You were talking to several, I assume.

I was talking to three. There were a couple of others that I started to talk to, but I quickly eliminated those. I was down to three significantly interested parties. I started talking to them in February. It was hot and heavy over the summer and the deal closed at the end of October.

You were in what we call a dance for at least several months. I’m assuming having meetings with them, learning more about your business and sharing some high-level information. This advisor that you had that was helping you through the process had been through it before. How did this advisor help you think through the conversations that you were having and the process that you were going through?

Mostly he helped me behind the scenes. We’re double-checking all my numbers and making sure all the financial systems that we had in place that was reporting data back to these buyers were accurate. He gave me an assessment of the strengths and weaknesses of those so I could to them with more intelligence. I had my opinions on how a lot of these things were going, but his fresh opinion on what looked great, what looked okay and why was useful in having a more in-depth conversation about the financials of the business.

When we run a process like that, we’ll share some high-level information, but we’re not letting people look under the covers and do a deep dive until we get offers. Did the process work that way for you as well?

No, I was more engaged with the buyers throughout. I got them to sign some non-disclosures early, got them quite a bit of data and we were drilling down on the data throughout that process. That probably would have been a better scenario and would have kept me a little bit more focused on my day-to-day business. I had to do a lot of this myself. My wife, who doesn’t work in the business day-to-day for a number of years, had to be called off the bench to help me put together a lot of things. I did have to disclose everything to my head of finance. I needed data and information from him. The three of us were working together internally with my friend who was helping oversee the collection of the data.

Having been through hundreds of this myself, I know the process and the information that a buyer wants. If you were the funnel point for all of that, I imagine it was hard to keep your day job going and doing all of this, especially with three acquires. Had the business operate at that point in time, were you becoming more absent from the business where people are starting to wonder, “Where’s Mike? What’s going on?”

One key element of being a successful entrepreneur is being fearless. Click To Tweet

For a long time, I had not been a day-to-day hands-on owner. I wasn’t in the office every day. I wasn’t looking over everybody’s shoulders. I hired good people and empowered them to do their jobs. We did have times and places where we got together and we met. Data was reported to me. I assessed it and made decisions based on that. I kept all of those appointments so that everything was seemingly not a problem. I was also active in sales and account management and that slowed down a little bit during that period of time, but because I was the only one doing it, me and another person, it was hard to tell that I had slowed that down.

There’s another key learning for the M&A Unplugged audience. You built this business the right way. You were not the business. You could unplug from the business. It wasn’t reliant on you. That is one of the key value drivers for any business. Here’s another nugget, if you want to maximize the value of your business, don’t be the business. Get yourself out of the day-to-day operations. Work on your business, not in your business. Mike, you’re giving them all this information. How did you get to the point where offers started to get made? Did you draw a line in the sand? Did somebody lead the offer process and say, “We want to buy you and here’s our number.” Did the others then come in with offers? How did that all unfold? How did you bring it to a head?

There’s the, “Are you interested?” phase. There’s the, “What information do you need from me?” phase. That was probably the longest process. That’s getting everything together, getting back and forth, answering questions, crossing the T’s and dotting the I’s. After that, all three parties wanted to meet to share with me what their offer was and what next steps I wanted to make. All three were interested. They had all the data they needed. They naturally started making an offer and then the negotiation ensued.

At that point in time, you’ve got three offers. What do you do now? How did you handle that?

There were tangible and intangible items to evaluate. There’s the bottom line, whose offer is the most amount of money and who’s going to take the best care of our people? Who’s going to take the best care of our clients? Whose future looks strong? You don’t want to fold into an organization that doesn’t have a great vision for the future. Who’s going to transition well? Who is going to maybe give me an opportunity to stick around for a while or even be part of the organization? Those come to mind and some of the bigger items like the timing of the payment, when the money comes in, all of these things, we spreadsheet them out and evaluated them item by item. We didn’t put a score on each thing but when you saw everything on paper and absorbed it, you got an indication of whose offer was the best fit.

Did you select the lead acquirer and start negotiating with just them? Did you go back to all the parties and float counters to everybody? How did you handle the next step?

I had A, B, C. C, I stalled a little bit. I slowed down flow and said, “I was thinking about it.” One, I was aggressively pursuing. Two, I was also saying, “I’m considering between a couple of options. What can we do here?” At one point, number two, financially was quite a bit distant from number one. I slowed down with them as well.

How long did it take you from the time that you got the offers to get to something that all the parties could execute and move forward on?

The people that I went with are professionals at this. They are excellent at acquiring great travel management companies. This is the second time the leadership of this organization has done this. They did it together once. They sold to bigger organization. They’re doing it together here. They moved quickly and they were amenable to some of the big things and even some of the little things like how to handle your car and some of the other things that you had run through your business, how long to stick around and what the role would be. They were extremely flexible and professional.

In hindsight, you’re happy with the people that came in and acquired this and it sounds like it was a tremendous integration for you. Not only did you tick off all the things on your list, but your clients and your employees are well taken care of.

They are.

Look back at the whole picture, the entire process of running your company and getting to the point where most entrepreneurs dream of. That’s sell their business for a number that they’re happy with and move on to the next stage. What key advice would you offer to other entrepreneurs that are hoping to build their businesses up, maximize the value and have a sale at some point in time?

I do believe you need to have a handle on what your business is worth and what makes it worth that much and what’s holding it back from being at its maximum value. Where this all started, I don’t regret poking around to try to find what those numbers were. In hindsight, I would have picked the third party who would help me come up with that information so that I could have paused and looked at it independently without directly engaging in buyers and having a better understanding of that to determine the next steps. I’m not going to say, “I would look back and I don’t regret selling at all.”

If somebody was asking me for the best practice, I would say, “That would have been a better practice.” You can go either way. You could sell it or you cannot sell it. You could grow it a little bit more. I would have had to go on through an employee and technology revolution. I had done that a number of times. I want somebody to do it, others are in different situations. I recommend that a great deal. Knowing what you want and money is the start. After that, what are all the other goals of this sale? Understanding these objectives is important. Do you want to stick around? Do you not want to stick around? Do you want to run out of the door immediately? Do you want to stick around for a while and make sure everything has transitioned properly and then determine what to do?

Making sure you understand all of that is important. Getting the assistance to get all this information together is extremely important as well. I chose to stick around. At times I say out loud, “I wish I knew what I wanted to do afterward.” At the same time, when I evaluate the thought process I have been in over the years, the fact that I can work and contribute to this organization while I’m thinking and deciding if I want to continue this forever or if I want to do other things, what my passion is, how much time do I want to work, how I want to save the world, having to evaluate all of that has been useful.

Even if I said when I was selling, “I’m going to do this next,” I don’t know if three years later it would be the same thing. It’s been a great opportunity to be able to reflect and contribute but at the same time learn from being in a bigger organization too. I’ve learned a lot over the last couple of years and I’ve contributed a great deal. I’m doing sales and some account management/retention in the Greater Washington Area. I was the number one salesperson in the company in 2018. That felt good. I couldn’t have done it without my background. I couldn’t have done it without the tools and some of the new learnings that I’ve had over the last couple of years either. I’m grateful and you need a little time.

You threw out two more absolute nuggets that I talk about all the time to my clients. It’s know the value of your business and know what drives the value of that business, so you know where the levers are. The other one is, what are you going to do next? I talk to prospective clients all the time and I ask them that question, “What are your plans? Maybe you want to sell the business, but what are you going to do next?” I’m always concerned when the client doesn’t have the next thing they’re going to go do and that worries me. You don’t want to hear that a seller had remorse that they sold the business. They might have been completely happy with the number they got for the business, but now they don’t know what’s next. Those are two key nuggets. That was awesome information and congratulations on building an incredible business and then being able to realize all that hard work through the sale. Last question for the audience, what is the best business book that you’ve ever read and why? I’m curious to hear what stuck with you.

I’m a little ADD on that. I’ve read so many. I was passionate about the Good to Great series at that period of time. It hit me at a time when I was trying to take my company from good to great. It’s fascinating how a lot of those companies have gone out of business already, but the concepts I still believe in are strong. That one jumps out of my mind. To tie it into where I am at this period of my life, I read Wisdom at Work by Chip Conley, which is a great book for people at this phase, stage and age in their careers. I’ve read many but those two hit me right at the right time and jump out.

Being an entrepreneur is a lonely place. You can't sit around and complain about things with your peers. Click To Tweet

Chip Conley is a successful entrepreneur out in Silicon Valley. He built the hotel chain Joie de Vivre and has done many other things. I got to read that. I’m adding that to my list. Mike, I appreciate you being here. You stuck with me. You’re in the midst of maybe being a grandfather. I understand that your son and daughter-in-law might be getting to the point of getting a baby out. I appreciate you sticking with us. For people who want to reach you for corporate travel needs, how can they get ahold of you?

I’m going to give my personal email address because at this point in my life, I’m all about helping people. If I can help you connect on corporate travel or help you on vacation travel or answer any of your questions related to anything that I spoke about, I may not be able to answer it or do an in-depth project about it, but I surely can connect you with somebody who can. My email address is [email protected].

Mike, thank you so much for being with us. It’s my honor to have you as my first guest on M&A Unplugged and I can’t wait to see you next.

I’m honored. You brought a tear to my eye with the introduction. Dom, you’re an amazing person and you have an amazing business. Thank you very much.

Thanks, brother. M&A Unplugged community, you got four key nuggets. One was integration, how important it is to plan and be ready for the integration of a business, whether you’re selling it or you’re buying one, thinking through how that would happen is critical. The other nugget was to not be the business as an owner. If you find yourself in a position where you’re the key salesperson, you’re driving the needle and people have to come through you to get stuff done, you’re not building a valuable business. The next is understanding the value of your business and what drives the value of your business. What drives it might even be more important because you’ll know and understand the levers that you can push and pull to increase the value as you move forward.

The last, if you’re the owner of a business, is thinking through what is the next phase. Even if you’re an acquirer of a business, you want to know what that owner plans to do next so that this is a good transaction for everybody. Those were great nuggets from Mike MacNair and I enjoyed having him on. If you would like to learn more about the process of acquiring or selling a business, please visit our website at SunAcquisitions.com or feel free to reach out to me at [email protected]. I look forward to seeing you in the next episode of the M&A Unplugged Podcast. Until then, please remember, scaling, acquiring or selling a business takes time, preparation and the proper knowledge.

Important Links:

• M&A Unplugged
• MacNair Travel
  
• Direct Travel
  
• The Secrets of Effective Business Travel Procurement
  
• Strategic Coach
  
• Finish Big
  
• Good to Great
  
• Wisdom at Work
  
• Chip Conley
  
• [email protected]
  
• SunAcquisitions.com
  
• [email protected]

About Mike MacNair

Mike began his travel career in the early 1980’s, working for Hilton Hotels, a European tour operator, an international airline, and a major Washington area travel company. In 1989, he and his wife opened MacNair Travel, which now employs about 50 people. Mike has been recognized as an industry spokesperson and transformer. He has appeared on both local and national television and is a frequent speaker on travel logistics, travel management issues, vacations, and the evolution of the travel industry. Mike is the author of The Secrets of Effective Business Travel Procurement, a corporate travel management book.

MacNair Travel Management has saved money and created travel management systems for hundreds of organizations (Presidential Campaigns, PR/Law Firms, Government Contractors, and various Associations). MacNair Travel has provided personal travel services for everyone from CEOs and political leaders to local families and customers.

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